Infinity Eng Regulatory News (INFT)

01 December 2011

Global Brands S.A. ("Global Brands" or "the Company")

Notice of EGM and Trading Update 

Global Brands S.A. (AIM: GBR), an international business developing branded food operations in Europe, including being the master franchise owner of Domino's Pizza in Switzerland, Luxembourg and Liechtenstein, provides an update on key developments.

Current trading and prospects:

The Company's performance has been slower than anticipated, especially following the difficult trading conditions experienced during Q3. As a result, reaching profitability will take longer. The management team has battled to deliver strong same store sales growth over the significant gains achieved last year and sub-franchising is taking longer than originally anticipated.

The Austrian market opportunity would have provided the opportunity to deliver growth whilst leveraging the Company's central overhead and reducing the net cost to the operation in Switzerland. Without this short-term opportunity, the costs associated with being on AIM, will materially impact the Company's ability to deliver a profit in the near term.

EGM:

After careful consideration by the Board of Directors, the Company announces that it will seek approval for the cancellation of admission of its ordinary shares of CHF 0.02 each ("Ordinary Shares") to trading on AIM ("the Delisting").

A general meeting of shareholders will be convened for 14:00 on 21 December 2011 to seek approval for the Delisting (the "General Meeting") with the Delisting becoming effective, subject to that approval, on 30 December 2011.

Background:

The Company was admitted to trading on AIM in September 2005 raising GBP2.8m of capital to be used to grow the company to 23 stores in three years. In addition, it was contemplated that the Company would utilise its listing on AIM to raise further capital to diversify both its brand portfolio and its operations geographically.

The performance of the Company since admission has been mixed and well documented. The significant reduction in losses and the move toward breakeven has been a difficult and slow process.

Whilst the Directors appreciate the support of all shareholders, they believe that the historic performance of the Company and the recent lack of interest to fund the Austrian opportunity is a clear indication of current investor sentiment.

The Directors remain confident that the business will continue to improve and ultimately grow through diversification, however they believe that investor sentiment will not significantly improve until the Company has reported a number of years of profitable performance. Without the opportunity to grow quickly by opening a new market such as Austria, growth will be organic and take time. During this time, the business would continue to incur the costs associated with its listing but without the principal benefits that it should bring. Therefore the Directors are recommending to Shareholders to Delist the Company.

Consideration:

In preparing their recommendation in favour of Delisting, the Directors have taken into account the following:

·; The primary purpose of the admission to trading on AIM was the ability to raise capital. This has now been severely compromised meaning that either capital will not be available or only available at a price that is not in the best interests of Shareholders.

·; Capital could be available to the Company from sources other than those seeking publicly traded investments and these would be more easily accessible if the Company was not a publicly traded company.

·; The admission to trading on AIM does not, in itself, offer investors meaningful liquidity or marketability of the Ordinary Shares or the opportunity to trade in meaningful volumes or with frequency.

·; In those circumstances, the on-going costs and regulatory requirements, together with the management time of maintaining the admission to trading on AIM, are not a justifiable expense.

Given the above, the Directors believe that greater shareholder value will ultimately be derived by operating the Company's business off-market and consider it to be in the best interests of the Company and its Shareholders as a whole to seek a Delisting at this time.

Effect of the Delisting on Shareholders:

The principal effects of the Delisting would be that:

·; There would no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares on AIM;

·; The Company would not be bound to announce material events, administrative changes or material transactions, nor to announce interim or final results;

·; The Company would no longer be required to comply with any of the additional specific corporate governance requirements for companies admitted to trading on AIM;

·; The Company would no longer be subject to the AIM Rules for Companies and Shareholders would therefore no longer be afforded the protections given by the AIM Rules for Companies. Such protections include the requirement to be notified of certain events including, amongst other things, substantial transactions (the size of which results in a 10 per cent. threshold being reached under any one of the class tests) and related party transactions and the requirement to obtain shareholder approval for reverse takeovers (the size of which results in a 100 per cent. threshold being reached under any one of the class tests) and fundamental changes in the Company's business including disposals exceeding 75 per cent. under any of the class tests;

·; The Company would no longer be subject to the Disclosure Rules and Transparency Rules of the Financial Services Authority and would therefore no longer be required specifically to disclose major shareholdings in the Company; and

·; Upon the Delisting becoming effective, the Company's CREST facility will be cancelled and Shareholders who hold Ordinary Shares in un-certificated form prior to Delisting will receive share certificates.

The Delisting might have either positive or negative taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser.

The Board intends, however, to continue to hold general meetings in accordance with the applicable statutory requirements and the Company's articles of association and to provide copies of the Company's annual report and audited accounts to Shareholders in accordance with the applicable statutory requirements.

Immediately following the Delisting, there will be no market facility for dealing in the Ordinary Shares and no price will be publicly quoted. As a result, the Board recognises that the Delisting will make it more difficult for Shareholders to buy and sell Ordinary Shares should they want to do so. In view of this, and in order to assist Shareholders, the Board intends, at an appropriate time following the Delisting, to facilitate a matched bargain dealing arrangement to enable Shareholders to trade the Ordinary Shares. Once the facility has been arranged, details will be made available to Shareholders.

Following the Delisting:

The Company will continue to work at maximising value for its Shareholders which the Directors believe will be easier to achieve if the Delisting is approved as management time can be focused on driving the business forward.

Process for Delisting:

In accordance with Rule 41 of the AIM Rules for Companies, the Company has notified the London Stock Exchange of the intention to cancel the admission of the Ordinary Shares to trading on AIM, subject to Shareholder approval. Under the AIM Rules for Companies, it is a requirement that the Delisting is approved by the requisite majority of Shareholders voting at the General Meeting (being not less than 75 per cent. of the votes cast).

The Company will send a notice of general meeting to Shareholders shortly convening the General Meeting. The Notice of General Meeting will set out a resolution seeking Shareholders' approval of the Delisting (the "Resolution"). Subject to the Resolution approving the Delisting being passed at the General Meeting, it is anticipated that trading in the Ordinary Shares on AIM will cease at the close of business on 29 December 2011 with Delisting taking effect at 7.00 a.m. on 30 December 2011.

Irrevocable Undertakings:

The Company has received irrevocable undertakings to vote in favour of the Resolution to be proposed at the General Meeting from [two] of the Directors of the Company who together are interested in [5,434,335] Ordinary Shares, representing [2.66] per cent of the current issued ordinary share capital of the Company.

In addition, the Company has received irrevocable undertakings to vote in favour of the Resolution to be proposed at the General Meeting from shareholders of the Company who together are interested in [84,727,291] Ordinary Shares, representing [41.50] per cent of the current issued ordinary share capital of the Company.

General Meeting:

The General Meeting of the Company will be held at the Company's registered office, 19 rue Eugene Ruppert, Luxembourg, L-2453 at 14:00 on the 21 December 2011. At the General Meeting, the Resolution will be proposed.

Recommendation:

The Directors consider the Delisting to be in the best interests of the Company and its Shareholders as a whole, and most likely to promote the success of the Company for the benefit of its Shareholders as a whole, and accordingly unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting as they have irrevocably undertaken to do in respect of their own beneficial holdings of Ordinary Shares, amounting, in aggregate, to [5,434,335] Ordinary Shares, representing [2.66] per cent of the current issued ordinary share capital of the Company.

-Ends-

For further information:

Global Brands S.A.

Simon Bentley, Chairman Tel: (0) 20 7317 8022

Bruce Vandenberg, CEO www.globalbrands.ch

Libertas Capital

Thilo Hoffmann Tel: (0) 20 7569 9650

Sandy Jamieson www.libertaspartnersllp.com

Alexander David Securities Ltd

Bill Sharp Tel: (0) 20 7448 9820

Fiona Kinghorn Tel: (0) 20 7448 9832

www.ad-securities.com

FTI Consulting

Jonathon Brill Tel: (0)20 7831 3113

Caroline Stewart www.fticonsulting.com

Notes to Editors:

Global Brands is a public company incorporated under the laws of Luxembourg and established in 1999. The company has been admitted to trading on the AIM of the London Stock Exchange since 2005.

The Company is the owner and operator of the exclusive master franchise of Domino's Pizza in Switzerland, Luxembourg and Liechtenstein. Domino's Pizza is the world's leading pizza delivery brand, with over 9000 stores in 63 markets.

Global Brands SA's stated strategy is to add additional international brands to its portfolio.